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Item 9DCITY OF SOUTHLA.I MEMORANDUM May 26, 2020 To: Shana Yelverton, City Manager From: Alison Ortowski, Assistant City Manager Subject: Item 9D: Approve contract spending with Cubic Creative, Inc. in an amount over $50,000 but not to exceed $150,000. Action Requested: Approve contract spending with Cubic Creative, Inc. in an amount over $50,000 but not to exceed $150,000. Background Information: The purpose of this item is to approve contract spending with Cubic Creative, Inc. in an amount over $50,000 but not to exceed $150,000 to fund marketing needs associated with the Southlake Safe initiative. The City currently contracts with Cubic Creative to provide digital advertising management and related creative services for our tourism marketing efforts. Under this contract, Cubic creates and places digital and print advertising targeted to the visitor audiences. This item proposes expanding that service to include the development of advertising and other creative materials to support the Southlake Safe initiative, a program created based upon a recommendation from the Economic Recovery Task Force and designed to help restore consumer confidence in the wake of the COVID-19 pandemic. The program is voluntary for businesses who want to participate and comes with no regulatory enforcement from the City. If they choose to be a part of the program, they will pledge as a business to adhere to local standards that were drafted and recommended by the task force (see attachment). With their participation, they would receive marketing support from the City, a welcome kit with branded signage and PPE supplies, as well as materials that they could also use for marketing purposes. Under the proposed expanded service with Cubic, Cubic would provide creative services to complete a Southlake Safe website, promotional videos, store signage, social media toolkit, editorial and social advertising content as well as a branded PPE toolkit for partner businesses. Cubic would also coordinate the advertising placements and ad buys targeted to audiences in the Dallas/Fort Worth area. These ads would be designed to promote Southlake as a safe place to shop and dine and do business, in support of the Southlake Safe program. Financial Considerations: Currently, the City contracts with Cubic for $50,000 in the Hotel Occupancy Tax (HOT) Fund to provide digital advertising management and related creative services for our visitor engagement efforts. The total amount requested for this contract expansion is $100,000, which covers the costs included in the attached scope of work ($85,990) as well as provides additional funding in the amount of $14,010 to cover contingencies should additional advertising or program costs be needed as we launch the program. Given the current revenue challenges facing the HOT Fund due to business interruptions and reduced travel as a result of the COVID-19 pandemic, the proposed funding source for this program is the Economic Development Investment Fund (EDIF) which was created in 2013 to provide a funding source to support initiatives designed to attract and retain employers. The current balance in the EDIF is approximately $2.5 million, and this program will be the first proposed expenditure for this fund. Staff is preparing a mid -year budget amendment for City Council consideration at the June 2, 2020 (1St reading) and June 16, 2020 (2nd reading), City Council meetings, and funding for this program will be included with a proposed amendment to the EDIF. Additionally, there is potential for CARES Act funding reimbursement for the portion of the program allocated toward the PPE kit costs (approximately $50,000). Strategic Link: This item is linked to the City's Strategy Map through the corporate objective of C4: Attract & keep top -tier businesses to drive a dynamic & sustainable economic environment Alternatives: Alternatives may include: • City Council decision to approve as presented • City Council decision to approve with modifications • City Council denial of request Supporting Documents: Southlake Safe Framework Cubic Creative Scope of Work Staff Recommendation: Approve contract spending with Cubic Creative, Inc. in an amount over $50,000 but not to exceed $150,000. ML -Tel I I W.17."O ing As a business, we pledge to value the health of our customers and employees by: Committing to Excellence: ✓ Our standards of care include: o Proactive consideration of customer needs, anticipating how they interact with us and what we should do to provide a user-friendly but safe environment o An emphasis on improved cleaning and sanitation procedures that are supported by adequate supplies and staffing o Implementing practices that encourage physical distancing o Encouraging the use of masks by customers and requiring masks for employees who have routine and regular interaction with members of the public and for others where practical o Encouraging and promoting respiratory etiquette and hand washing o Utilizing screening protocols that include self -reporting and temperature checks prior to and during shifts to make sure that our employees are not coming to work if they feel sick or if they have been diagnosed with COVID-19 Operating with Integrity: ✓ We ensure that this pledge is honored by our leadership, management and employees and the standards we are committing to will stand up under scrutiny ✓ We are transparent with our customers and employees about the public health measure we are taking now and in the future ✓ The safety of our employees and customers is a priority when making business decisions Pursuing Innovation: ✓ We are committed to continuous improvement and regularly evaluate practices to understand effectiveness and identify additional measures to implement as the situation continues to evolve ✓ We are committed to sharing successful and innovative health-related practices with others in the Southlake business community Being Accountable: ✓ We follow the minimum recommended standards from the Centers for Disease Control and Prevention and the State of Texas for my operations and industry. ✓ Where applicable, our operations align with industry -specific recommendations from trade associations and regulatory authorities Supporting our Team: ✓ We support the safety and health of our team members by providing the proper protective equipment, promoting heightened sanitation, and making sure team members have the training necessary to work safely ✓ We have well-defined screening procedures and protocols for employees who may be ill or who have been exposed and encourage employees who feel sick to stay home ✓ We have developed policies and procedures for employees to report when they are sick or experiencing symptoms of COVID-19 ✓ We require employees to self -monitor for signs and symptoms of COVID -19 ✓ We regularly provide workers with up-to-date education and training on COVID-19 risk factors �t r City of Southlake I Southlake Safe Prepared For Alison Drtowski City of Southlake Created By Account Service Team Cubic, Inc. (918) 587-7888 accountservice(�)cubiccreative.com http://www.cubiccreative.com ^South|akeSafe^ Landing Page Design and development of support landing page fora ^South|ake Safe" local business advocacy campaign. Landing page will provide information onsafety guidelines/practices and highlight local businesses that have taken the ^South|ake Safe" safety guidelines pledge, as well as info on becoming ^South|ake Safe" business. Landing page will be astenda|one page separate from other existing City or Tourism sites. We have secured the domain name SouthlakeSafe.com for the landing page. Scope includes the design and development ofa responsive landing page that includes the below functionality: -VVopdpressContentManagernentSystern - Interim splash page that includes email submission and digital version of leave behind informative one -sheet - Directory ofbusinesses (will include irnage, business name, location, phone' ur[ and short description) - Business survey/questionnaire that will be purposed into business directory listing and used as "business spotlight" for use on the landing page and on social media - Resource section that will include links to external sources - Safety guidelines pledge and submission process - Video functionality - Feedback form submission that will relay to a specified email address Scope does not include hard costs for stock photography. Stone Signage' Social Media Toolkit, Editorial &6ocia| Advertising $5DO�DD | Creative Development ' ' Includes: - Creative & content development for paid media placements - Design ofprintable sign for^South|ake Safe" partner businesses - Social media toolkit for ^South|ake Safe" partner businesses. Toolkit includes icon toadd to social profile image/header image and social posts, post graphic. Scope does not include hard costs for stock photography. Video Featuring "Southlake Safe" Safety Guidelines $3'SDD.OD Budget for the creation ofavideo featuring the ^South|ake Safe" safetvguide|ines/business practices utilizing existing footage and/or animated motion graphics. The video will live nnthe landing page and can beused onsocial media and in paid media placements. Scope includes: - Script for :15 or :30 video - creative production of :15 or :30 animation motion graphics video and/or existing footage - two rounds of revisions to script and video Scope does not include hard costs for stock photography/video, music bed or VO costs if needed. Leave Behind Brochure/One-sheet �� Includes: - Design and content development for an informative leave behind on becoming a Southlake Safe business - Leave behind will be a one -skeeter or single -fold brochure - Two rounds of revisions are included - Print ready and web -optimized versions of the file will be provided Testimonial Video $3,500.00 Budget for the creation of a video featuring testimonials from locals and/or Southlake Safe partner businesses focused on communicating consumer confidence in the safe/clean experience in Southlake. Video will utilize footage shot by a third party, local videographer and will include animated motion graphics. The video will live on the landing page and can be used on social media and in paid media placements. Scope includes: - Script for :15 or :30 video - coordination w/ third party vendor - creative production of :15 or :30 video - two rounds of revisions to script and video Scope does not include video production costs, hard costs for stock photography/video, music bed or VO costs if needed. Paid Advertising Budget $11,765.00 Placements will include: - Paid media placements on social media platforms (FB, Instagram) - Advertorial placements with local news sources (print & digital) Messaging will be focused on bolstering consumer confidence in the safety measures local businesses have pledged to upload. Placements will drive to landing page. PPE Kits for "Southlake Safe" Partner Businesses $36,750.00 PPE Kits for businesses packaged in a "Southlake Safe" box. Kits as priced include the below elements. Contents of kits can be customized: - Digital forehead thermometer 0 in each kit) - "Southlake Safe" branded cloth face masks (10 in each kit) - Sanitizing wet wipes (1 package in each kit) - Branded box + packing/kitting We can also provide a quote for personal PPE kits that can be distributed at hotel check-in, etc. Pricing for personal PPE kits starts at $4.50/kit and includes: bag, 3ply mask, shoe covers, nitrile gloves, 30ml hand sanitizer. Pricing and availability subject to change. Any changes will be submitted to client for approval. Does not include shipping costs. 300ml "Southlake Safe" branded hand sanitizer (minimum of $13,260.00 2,DOD bottles required) Pricing and availability subject to change. Any changes will be submitted to client for approval. Window Decals (250 quantity) $215.00 250 window decals for Southlake Safe partner businesses. Includes: - Decals with inside/front stick - 4x6 rectangle or 6" circle Total cost: $85,990.00 Standard Terms 1. Purchase Terms. Pursuant to this sales order and agreement (this "Agreement"), Cubic Creative, Inc. collectively with its affiliates, the "Company") shall provide and you (the "Purchaser") shall purchase certain goods and/or services (the "Goods and Services"). This Agreement more specifically describes the Goods and Services sought, indicates the quantity to be purchased, sets forth the delivery schedule and/or term for each of the Goods and Services purchased and sets the purchase price therefor. 2. Estimate Expiration — The Company will honor the pricing set forth in this Agreement for 90 days from the date of initial delivery of this Agreement to Purchaser. The Company reserves the right to adjust the pricing and/or scope of work for the passage of time if an executed copy of this Agreement is not returned by Purchaser to the Company within 90 days after the date of its initial delivery to Purchaser. If the price and/or scope is so ad'usted, Purchaser will have 15 days to review and approve the adjusted price and/or scope, and purchaser's failure to reject such adjusted price and/or scope in writing within such 15 -day period will automatically be deemed as Purchaser's acceptance of such adjusted price and/or scope for all purposes. 3. Estimates - If this document is used for an estimate or assignment confirmation, the fees and expenses shown are estimates only. Final fees and expenses will be reflected when invoice is rendered. Purchaser's approval will be obtained for any increases in fees or expenses that exceed the original estimate by 10% or more. In the event that Purchaser requests to cancel a media plan, the Company will use commercially reasonable efforts to cancel the contracted media runs with the media vendors. However, in many cases, contracted media placements cannot be canceled per vendor agreements. In these cases, Purchaser will be responsible to pay all invoices related to media placements that cannot be canceled regardless of the date of any such placement. 4. Stock Photography and Video - If Purchaser decides to use the stock photoggraphy in a finished work, whether online or offline, Purchaser agrees to pay the Company $75 for each Standard image used in digital final files and $150 for printed final files. Standard stock videos will be billed at $150 per video. Standard audio files will be billed at $75 per audio file. All Premium images, videos, and audio files will be quoted separately. Fees for these images and/or videos will be in addition to the fees quoted in this Agreement. 5. Fonts — The Company is licensed to use a number of different fonts in its completed works. However, the Company cannot transfer the license of these fonts to Purchaser. If Purchaser would like to use any font that was used in a finished work, Purchaser agrees to purchase a license to the font for its own use. Purchaser may purchase a license to the font directly or the Company may purchase a license to the font and bill for it separately. 6. Changes - Any proposed change(s) to the scope of services contained in this Agreement must first be agreed upon by both parties in writing and will result in a new quote. The specifications of the changes will include: any new implementation milestones and/or delivery dates resulting from such proposed change(s); and any cost increase or decrease (if any) resulting from such proposed change(s). Any change(s) contained in the new quote will not be binding on the parties until approved in writing by both parties. Once approved, the change(s) will be considered incorporated into the scope of services under this Agreement and Purchaser will be responsible for payment for those approved change(s). 7. Delays & Holds - If Purchaser delays the project timeline by more than 2 business days, the Company reserves the right to modify the timeline of deliverables, but will employ commercially reasonable efforts to meet the original timelines. Due to other client timelines, modifications to timelines, if necessary, may not be directly related to the specific number of days of Purchaser's delay. In these cases, the Company will notify Purchaser of the new timeline. If Purchaser places a project on hold, the Company will invoice for the work completed based on the deliverables already made plus the percentage of work completed on the current deliverable Lon such basis or at such rates as determined by the Company in its sole discretion). If urchaser opts to restart the project, the Company will deliver an updated timeline to Purchaser with a proposed restart date. If a project is put on hold by Purchaser for more than three months, this Agreement will automatically be deemed to have been terminated by Purchaser pursuant to Section 19(i) below upon the expiration of such three-month period and Purchaser will remain bound by Section 19 (Term & Termination) of this Agreement with respect to such termination. 8. Disclaimer of Warranties. The Company has made no affirmation of fact orromise relating to the Goods and Services identified for purchase that has become any basis ofthisbargain. The Company has made no affirmation of fact or promise relating to the Goods and Services being sold that created or amounted to an express warranty that the Goods and Services would conform to any such affirmation or promise. Any description of the Goods and Services in this Agreement is for the sole purpose of identifying the Goods and Services, and the description of the Goods and Services has not been made part of the basis of the bargain and has not created an express warranty that the Goods and Services would conform to any description made by the Company. It is specifically agreed that the Goods and Services sold by the Company are sold without any implied warranty, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose or non -infringement. The Goods and Services are sold on an "As Is" basis. This Section 8 shall survive the expiration or termination of this Agreement. 9. Limitation of Liability. The Company shall have no liability with respect to its obligations under this Agreement for consequential, punitive, exemplary, incidental or speculative damages including, but not limited to damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss, even if it has been advised of the possibility of such damages. The Company's aggregate liability for any and all causes of action asserted with respect to its provision of the Goods and Services or its obligations under this Agreement (under any and all theories whatsoever) shall not exceed the sum of the amounts actually paid by Purchaser as consideration hereunder. THE LIMITATION SET FORTH IN THE PRECEDING SENTENCE IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT WILL BE AGGREGATED TO CALCULATE SATISFACTION OF SUCH LIMITATION; FOR PURPOSES OF THIS SECTION 9, THE TERM AGGREGATE LIABILITY WILL INCLUDE, WITHOUT LIMITATION, ATTORNEYS' FEES; THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMITATION SET FORTH IN THE PRECEDING SENTENCE. In addition, the Company shall not be liable for any damages caused by any interruption of Internet or telecommunication service or any breach of Internet security beyond the reasonable control of the Company. The parties hereby agree that this Section 9 represents a reasonable allocation of risk and that the Company would not provide the Goods and Services on the terms set forth herein but for such allocation of risk. This Section 9 shall survive the expiration or termination of this Agreement. 10. Payment. The total sales order price, delinquency charges and applicable taxes for the Goods and Services for the entire term of this Agreement (the "Full Purchase Amount") shall be payable as indicated on this Agreement. If Purchaser has not paid the Full Purchase Amount when and as payment is due, the Company may at its option, and in addition to any other remedies to which it may be entitled, without limitation on such remedies, terminate this Agreement in its sole discretion and/or retake possession of and/or discontinue Purchaser's access to the Goods and Services. In such event, the Purchaser will forfeit any sums previously paid for the Goods and Services and shall be liable to the Company for all expenses associated therewith, including applicable shipping and handling charges, collection expenses and attorneys' fees. The Purchaser shall receive written notice from the Company at least three (3) calendar days before such forfeiture and retaking so that the Purchaser may pay the outstanding balance within such three (3 day period in order to prevent such forfeiture and retaking. Upon full payment by Purchaser o the Full Purchase Amount, Purchaser shall receive a license to use the Goods and Services as set forth in Section 6. The Purchaser shall provide the Company with a copy of any tax exemption certificate for the "Ship To" location if any exemption from sales or use taxes is claimed by the Purchaser. 11. Payment Schedule - Payment is due as each milestone is delivered to Purchaser. A timeline and payment schedule, if available, is included in Appendix B. Invoices are typically sent and dated the last day of the month that the milestone is delivered. Invoices are "Due on Receipt" and must be paid by Purchaser to the Company within thirty (30) days of the date of the invoice unless other arrangements have been agreed upon in writing with the Company. Interest on past due accounts will accrue at the rate of the lesser of 18% annually or the maximum lawful rate. We accept VISA, MasterCard, Discover Card, and AMEX. The following convenience fees will apply: 3.5% for VISA, MasterCard, Discover Card and AMEX. The grant of any license or right of copyright is expressly conditioned on the Company's receipt of full payment. Ownership of all copyrights and any original artwork not paid for as a result of the termination will be retained by the Company. 12. Media Billing - Due to varying media vendor payment terms and in order to take advantage of all available cash discounts, rebates or vendor add-ons, the Company will invoice Purchaser based on the following schedule for contracted and pre -planned media. Purchaser agrees that all media will be invoiced separately from all other Company services. Initial Invoice - When new schedules are started, the initial invoice will include estimated costs associated with the current month's media runs plus the next two months. For example, if in January Purchaser agrees to a media plan that starts in January, the Company will immediately send an invoice to Purchaser that will cover estimated costs for the media plan in January, February and March. This only applies to the initial invoice. However, if in January Purchaser agrees to a media plan that does not start until March, the Company will send an invoice at the end of January to Purchaser that will cover estimated costs for March media only. Follow-on Invoices - After the initial invoice has been sent, the Company will send invoices at the end of each month that cover contracted and pre -planned media from the approved media plan for the second month following the month of the invoice. For example, the March 31st invoice will cover estimated costs for May media only from the approved media plan. The April 30th invoice will cover estimated costs for June media, and so on, until the approved media plan is complete. Unplanned Media Invoices - If Purchaser requests a new media placement that will run during the current or following month, the Company will immediately send an invoice to estimated cover the costs of the unplanned media placement. Payment will be due upon receipt. Special Situations - There are some situations and vendor requirements that may require Purchaser payment prior to placing media with a vendor. The Company reserves the right to request payment from Purchaser prior to scheduling the media run. In these cases, the Company will not schedule the media until payment is received in full. This policy allows for the Company and Purchaser to stay in good standing with the Company's media vendors. Otherwise, all late payment fees and/or cancellation fees will be the responsibility of Purchaser. 13. Third -party Fees - Quoted prices in this Agreement include all of the Company's services plus any third -party costs indicated in this Agreement. While the Company does not anticipate any costs outside those in this Agreement, items not included are photography (stock or custom), travel, photocopies, file storage/devices, express mail, other courier services, third -party fees, etc., unless specifically indicated as a line item in this Agreement. All work outside of the scope of this Agreement will require an approved estimate by Purchaser before work commences. 14. Expenses - Purchaser will reimburse the Company for pre -approved expenses arising from this Agreement, including the payment of any sales or use taxes due on the Goods and Services provided under this Agreement. 15. Risk of Loss. Purchaser bears the risk of loss upon the earlier of receipt of the Goods and Services by the Purchaser or shipment of the Goods and Services by the Company to a third party courier for delivery to the Purchaser. 16. License. Upon full payment to Company (pursuant to Section 4) for the Goods and Services, Purchaser, for no additional or separate license cost, will receive a non -transferable, non-sublicensable, non-exclusive limited license to use the Goods and Services (subject to any term therefor as set forth herein) for Purchaser's internal use only. Purchaser shall not, at any time, reverse engineer, reproduce, create derivative works, transfer, assign, distribute, service bureau, sell, resell, or sublicense all or any portion of the Goods and/or Services or any portion thereof or allow any third party to do the same. Stock image rights only apply to the project deliverables designed and developed by the Company, and are not transferrable by Purchaser to other media or future versions. 17. Representations, Warranties and Indemnification. The Purchaser represents and warrants that it is the owner or has the full ownership and/or licensing rights and all other necessary authority to use all content and materials (including, without limitation, copyrights, trademarks and other intellectual property rights provided to the Company for use as content in or otherwise in connection with the Goods and ervices, and that such use does not and will not violate any copyright, trademark or other intellectual property rights of any other person or entity. The Purchaser agrees that the Company may identify the Purchaser as a client in any of its advertising or other promotional materials or activities. The Purchaser hereby agrees to indemnify and hold harmless the Company (and its and its affiliates' respective officers, directors, managers, members, partners, shareholders, employees, consultants, contractors, representatives, attorneys, and agents and the successors, heirs and assigns of all of the foregoing) from any and all losses, damages, liabilities, fees, costs, fines, penalties and expenses (including without limitation, legal fees and expenses and costs of investigation) (collectively, "Damages") that the Company may incur as a result of: (i) the Purchaser's breach of any covenant or representation or warranty contained herein, (ii) any infringement of any patent, copyright, trademark, trade secrets or other intellectual property right of any third party resulting from the Company's use of information provided by the Purchaser, or (in) the violation of any laws or regulations, including without limitation any "anti -spam" laws or regulations, by the Purchaser in connection with its use of the Goods and Services. The Purchaser further agrees to pa yy such Damages as they come due to the Company. The representations, warranties and right to indemnification provided by this Section 17 shall survive the expiration or termination of this Agreement. 18. Non -solicitation of the Company's Employees. During the term of this Agreement, and for a period of 12 months after this Agreement expires or is terminated by either party hereto, the Purchaser shall not solicit the employment of, employ, or contract with, any of the Company's then -current personnel with whom Purchaser had contact under this Agreement. This Section 18 shall survive the expiration or termination of this Agreement. 19. No Waiver. No failure or delay by the Company in exercising any right, power or privilege given by any provision of this Agreement shall operate as a waiver of the provision. Additionally, no single or partial exercise of any right, power or privilege shall preclude any other or further exercise of that or any other right, power or privilege. 20. Governing Law; Jury Waiver. The laws of the State of Texas shall govern this Agreement, without giving effect to any choice of law or conflict of law principles that would result in the application of the law of another jurisdiction. The state or federal courts situated in Dallas County, Texas shall have exclusive jurisdiction over any dispute arising under or relating to this Agreement, and each of the Company and the Purchaser agrees to and shall be subject to service of process and personal jurisdiction therein. THE PURCHASER HEREBY knowingly, voluntarily and irrevocably waives, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether based on Contract, tort or otherwise) arising out of or relating to this agreement or the transactions contemplated hereby. This Section 20 shall survive the expiration or termination of this Agreement. 21. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand; sent by certified U.S. mail; sent by facsimile transmission or electronic mail; or delivered by overnight or similar delivery service, fees prepaid, in each case addressed to the party to whom such notice is to be given. All notices given under this Agreement shall be deemed received three (3) calendar days after deposit in the United States mail if sent via certified mail, on the date of actual delivery if sent via overnight courier, and on the date of actual transmission or delivery if sent via facsimile transmission or electronic mail or if delivered personally. Notices to the Purchaser and the Company shall be given at the respective addresses set forth in this Agreement. A party may change its addresses for notice by informing the other of the change in writing in accordance with this Section 21. 22. Force Majeure. The Company shall not be liable for any delays in or failure to perform any of its obligations hereunder due to any causes or contingencies beyond its reasonable control including without limitation, fires, accidents, Acts of God, war, strikes or other labor disputes, governmental actions, orders, or regulations, and any and all other similar matters beyond the reasonable control of the Company. Nothing in this Section 22 eliminates the Purchaser's obligations to make or extends the due date(s) for payments for Goods and Services due to the Company under this Agreement. 23. Remedies. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy given hereunder, now or hereafter existing at law or equity or by statute or otherwise. THE PURCHASER HEREBY AGREES THAT MONETARY DAMAGES MAY NOT BE ADEQUATE TO REMEDY BREACHES OF THIS AGREEMENT AND EXPRESSLY AGREES THAT THE COMPANY MAY OBTAIN AN INJUNCTION OR OTHER EQUITABLE REMEDY TO PROTECT ITS RIGHTS HEREUNDER. 24. Entire Agreement. The Purchaser acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Further, the Purchaser agrees that this Agreement constitutes the complete and exclusive agreement between the parties hereto with respect to the matters contained herein, and that such Agreement supersedes and replaces all other documents including, without limitation, oral or written agreements and all other communications between the parties relating to the Goods and Services. This Agreement may only be amended or modified in a writing signed by both the Company and Purchaser. 25. Severability. If any part of this Agreement is found to be prohibited by law, the remainder shall remain valid and enforceable. 26. Counterpart Execution. This Agreement may be executed in multiple counterparts (including, without limitation, by PDF or facsimile or other electronic means), each of which shall have the same force and effect as an original. 17. Successors and Assigns. This Agreement shall be binding on, and shall inure to the benefit of the parties' respective heirs, successors and permitted assigns, if any. The Purchaser may not assign its rights under this Agreement without first obtaining the written consent of the Company, such consent not to be unreasonably withheld. 27. Construction of Agreement. Each party has participated fully in the drafting, review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. 28. Term and Termination. This Agreement may be terminated (i) by either party upon 30 days written notice; (ii) by either party for any material breach of this Agreement that is not cured within 30 days of the breaching party's receipt of notice specifying the breach; (iii) by the Company immediately upon notice that the Purchaser is or may be insolvent or bankrupt; or (iv) by the Compan immediately upon the Purchaser's failure to make any payment in full when due as required under this Agreement. The Company shall retain all moneys paid to the Company prior to any termination of this Agreement. Upon termination of this Agreement for any reason Purchaser must pay to the Company immediately upon demand all amounts accrued and owing through the date of such termination under this Agreement, plus if this Agreement is terminated for any reason other than by the Company pursuant to Section 19(i) above or by Purchaser pursuant to Section 19(ii) above, a cancellation fee of 10% of Purchaser's total projected cost associated with this Agreement. The Company will immediately invoice Purchaser for the work completed based on the deliverables already delivered plus the percentage of work completed on the current deliverables on such basis or at such rates as determined by the Company in its sole discretion), plus (if app icable pursuant to this Section 28) a cancellation fee equal to 10% of Purchaser's total projected cost associated with this Agreement, and any such invoice is due and payable to the Company upon receipt by Purchaser. Signed by: City of Southlake Date